Download - Credit Union National Association State Chartered Credit ... · See, State Credit Union Acts. Some acts provide that meetings will be held in the manner prescribed by the bylaws,

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Because of varying state laws and regulations that may impact each credit union’s bylaws, CUNA does not warrant that the

language in this document will necessarily comply with a particular state’s laws or regulations. Credit unions are urged to

consult with legal counsel prior to implementing any bylaws developed using these model bylaws.

Credit Union National Association

State Chartered Credit Union

Model Bylaws

Background

Bylaws are the written rules that control the internal affairs of organizations such as credit

unions. They also govern the way the organization must function and the roles and

responsibilities of its directors. They are essential in helping an organization define its purpose

and the practical day-to-day details of how it will conduct its business.

Because the requirements for bylaws of state chartered credit unions vary from state to state, the

model bylaws developed by the Credit Union National Association (CUNA) are only intended to

provide ideas of what may be included in them and should be used solely as a resource. They

have been developed to be general, in order to allow discretion and not restrict the credit union’s

operations. However, when drafting or amending your bylaws, please ensure that they are

consistent with your state’s credit union act as well as any other applicable laws and regulations.

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Table of Contents

Article Page

I. Name and Purposes 3

II. Powers 4

III. Membership 5

IV. Meetings of Members 7

V. Elections 11

VI. Board of Directors, Officers and Their Duties 14

VII. Committees 18

VIII. Shares and Dividends 19

IX. Loans and Investments 20

X. General Provisions 22

XI. Amendment of Bylaws 26

XII. Appendix A 27

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Article I

Name and Purposes

Comment

The name and purpose(s) should be the same as the name and purpose(s) listed in the charter.

The following are samples.

Section 1.1. Name. The name of this credit union is _____________________________.

Section 1.2. Purposes. The purposes of this credit union shall be to: provide members with an

opportunity to use and control their money for their mutual benefit; encourage thrift among its

members; provide members with a source of credit at reasonable interest rates; educate members

in the prudent use of money and credit; operate in the spirit of cooperation and not for profit;

improve the community in which it operates; and provide any services that may benefit its

members, subject to the [insert name of state] Credit Union Act and the laws and regulations

applicable thereto.

Option

(Broad purpose)

Section 1.2. Purposes. The purpose of this credit union is to cooperatively provide services and

benefits to members through the principle of mutual self-help and to engage in any other

activities not prohibited by applicable laws or regulations.

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Article II

Powers

Comment

The powers of state credit unions are specified in each state’s act. You may want to use the

broad and general section below.

Section 2.1. Powers. The credit union shall have all of the powers stated in the [insert name of

state] Credit Union Act (as it may be amended) that are necessary for accomplishment of the

purposes stated in Section 1.2 above.

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Article III

Membership

Comment

Each state has specific membership requirements. Before drafting this article, see your charter,

the membership provisions in your state’s credit union act and any applicable regulations. Draft

the sections in this article in compliance with them.

To supplement your membership requirements, consider the sections below as long as they are

consistent with your charter, your state’s credit union act and any applicable regulations.

Section 3.1. Membership. The field of membership of this credit union is: [insert].

Section 3.2. Eligibility. In order for an applicant to be eligible to join the credit union, the

applicant must complete membership documents, agree to purchase and maintain at least one (1)

share in the credit union and agree to pay any applicable fees.

Section 3.3. Approval of Applications. Applicants shall only become members of the credit

union upon approval by the board or its designee.

Section 3.4. Membership Termination.

(1) The board may terminate a member for cause by a majority vote of board members, pursuant

to a written policy adopted by the board. For the purposes of this section, ―cause‖ may include a

loss to the credit union, a violation of the membership agreement or any written policy or

procedure adopted by the board, or inappropriate behavior such as physical or verbal abuse of

credit union members or staff on credit union property. All members shall be given written

notice of such policies. Any person terminated by the board shall have the right to request a

hearing before the board to reconsider the termination.

(2) The credit union may terminate the membership of any member who withdraws his or her

shares to less than one (1) share.

(3) Persons whose membership has been terminated, whether by withdrawal or termination, shall

have no further rights in the credit union, but are not released from any obligation owed to the

credit union.

(4) A member who has been terminated as provided herein, may not be readmitted to

membership except upon approval by a majority vote of the board after application and proof

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that the applicant remains within the credit union’s field of membership, has adequately

explained, addressed or remedied the conditions leading to termination and shall abide by the

terms and conditions of membership. Not more than one (1) such application for readmission

may be made by any person or entity within any twelve month calendar period.

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Article IV

Meetings of Members

Comment

Before drafting this article, see your state’s credit union act requirements (if any) related to

meetings of members and draft the sections in this article in compliance with your act. See, State

Credit Union Acts.

Some acts provide that meetings will be held in the manner prescribed by the bylaws, e.g., Utah.

Others have specific requirements for meetings. For example: The Maine statute requires the

following:

In the absence of specific requirements in your state’s credit union act or to supplement the

specific requirements, consider the sections below, as long as they are consistent with your

charter, your state’s credit union act and any applicable regulations.

Section 4.1. Annual Meeting. The credit union shall hold an annual meeting of the members

during the month of [insert] at the time and place that the board shall designate.

Section 4.2. Special Meeting. A special meeting may be called at any time by the majority of

the board. Notice of any special meeting shall state the purpose(s) of the meeting and no

business matters other than those related to the stated purpose(s) shall be addressed at the

meeting.

The annual meeting of the members of a credit union must be held at such

time and place as the board of directors may determine, but not later than

180 days after the close of the fiscal year. Special meetings may be called at

any time by a majority of the directors, and must be called by the clerk upon

written request of 25 members or 5% of the total members entitled to vote

as of the date of request, whichever number is greater. Notwithstanding this

section, the maximum number of members required to call a special meeting

may not exceed 500. Notice of all meetings of the members must be given

in the manner prescribed in the bylaws.

http://cuna.org/gov_affairs/state_affairs/statecu_acts.html


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Option

(Also allows members to call a special meeting)

Section 4.2. Special Meeting. A special meeting may be called at any time by the majority of

the board or upon written request to the board of at least ten percent (10%) of the total

membership entitled to vote. Notice of any special meeting shall state the purpose(s) of the

meeting and no business matters other than those related to the stated purpose(s) shall be

addressed at the meeting. The board must schedule the meeting within forty-five (45) days of

the request.

Section 4.3. Notice of Meetings. Notice of all meetings shall be given by the secretary of the

board of the credit union who shall, at least twenty (20) days prior to the meeting, post a notice

thereof in a conspicuous place in each office of the credit union and shall mail, or personally

deliver, to each member a written notice of the meeting. In the case of special meetings, the

notice shall state the purpose(s) of the meeting.

Option

(Also allows notice via email)

Section 4.3. Notice of Meetings. Notice of all meetings shall be given by the secretary of the

board of the credit union who shall, at least twenty (20) days prior to the meeting, post a notice

thereof in a conspicuous place in each office of the credit union and shall mail, personally

deliver, or electronically mail each member a notice of the meeting. The use of electronic mail is

acceptable to notify only those members who have opted to receive notices or statements

electronically in compliance with applicable laws.

Section 4.4. Conduct of Meetings. Annual and special meetings shall be presided over by the

chairperson of the board or his or her designee. The presiding officer shall determine the order

of business.

Section 4.5. Quorum. At annual or special meetings, [insert number] members shall constitute a

quorum. If no quorum is present, an adjournment shall be made to a date not fewer than ten (10)

days nor more than twenty (20) days thereafter and the members present at the adjourned

meeting shall constitute a quorum, regardless of the number of members present. The same

notice shall be given for the adjourned meeting as is prescribed in Section 4.3 above.

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Comment

Select an appropriate quorum requirement for your credit union. Your choice will depend, in

part, on the size of your credit union, geographic location of your membership and participation

of your members. Under most standard rules of parliamentary procedure, if a quorum

requirement is not adopted, the quorum becomes a majority of members, by default – which is

often impracticable. See the following options, but again, select an appropriate quorum for your

credit union. Also, if proxy voting is permitted in Section 4.6, Section 4.5 should indicate that

for purpose of determining a quorum, a person is considered present at a meeting if the member

is present in person or by proxy.

Option 1

(Specifies number for quorum at annual and special meetings;

liberal requirement for quorum at adjourned meetings)

Section 4.5. Quorum. At annual or special meetings, twenty-five (25) members shall constitute

a quorum, except where the membership is less than one hundred (100) members, in which case

fifteen (15) members shall constitute a quorum. If no quorum is present, an adjournment shall be

made to a date not fewer than ten (10) days nor more than twenty (20) days thereafter and the

members present at the adjourned meeting shall constitute a quorum, regardless of the number of

members present. The same notice shall be given for the adjourned meeting as is prescribed in

Section 4.3 above.

Option 2

(Specifies number for quorum at annual, special and adjourned meetings)

Section 4.5. Quorum. At annual or special meetings, twenty-five (25) members shall constitute

a quorum, except where the membership is less than one hundred (100) members, in which case

fifteen (15) members shall constitute a quorum. If no quorum is present, an adjournment shall be

made to a date not fewer than ten (10) days nor more than twenty (20) days thereafter.

Adjourned meetings shall be further adjourned in like manner until a quorum is present. The

same notice shall be given for the adjourned meeting as is prescribed in Section 4.3 above.

Section 4.6. Voting on Issues. At all meetings, each member shall have one (1) vote. There

shall be no voting by proxy; however, an organization having membership in the credit union

may cast its one (1) vote through a designated agent authorized by the organization to transact

business with the credit union.

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Option

(Also allows voting by proxy on issues)

Section 4.6. Voting on Issues. At all meetings, each member shall have one (1) vote. Each

member entitled to vote at any membership meeting may vote in person or by proxy. The form

of the proxy and requirements for proxy voting shall be established by the board. An

organization having membership in the credit union may cast its one (1) vote through a

designated agent authorized by the organization to transact business with the credit union.

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Article V

Elections

Comment

Before drafting this article, see your state’s credit union act requirements related to elections of

board members and draft the sections in this article in compliance with your act. See, State

Credit Union Acts. Most states have general election requirements, but allow the bylaws to

prescribe specific requirements.

The following provisions may, and most likely do, need to be modified to conform to your

state’s requirements. They may also be used to supplement your state’s requirements, as long as

they are consistent with your state’s credit union act.

Section 5.1. Nominating Committee. At least sixty (60) days prior to each annual meeting, the

chairperson shall appoint a nominating committee of three (3) or more members. It is the duty of

the nominating committee to nominate at the annual meeting at least one (1) member for each

vacancy for which elections are being held and to determine that the members nominated are

agreeable to serving if elected.

Option

(Requires board member on committee)

Section 5.1. Nominating Committee. At least sixty (60) days prior to each annual meeting, the

chairperson shall appoint a nominating committee of three (3) or more members, at least one (1)

of whom shall be a member of the credit union’s board. It is the duty of the nominating

committee to nominate at the annual meeting at least one (1) member for each vacancy for which

elections are being held and to determine that the members nominated are agreeable to serving if

elected.

Section 5.2. Voting in Elections. After the nominations of the nominating committee have been

placed before the members of the credit union, the chairperson shall call for nominations from

the floor. When nominations are closed, tellers shall be appointed by the chairperson, ballots

shall be distributed, the vote shall be taken and tallied by the tellers, and the results announced.

All elections shall be determined by plurality vote and shall be by written ballot, except where

there is only one (1) nominee for the office, in which case a voice vote or show of hands is



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acceptable. In the case of a tie vote, succeeding ballots shall be taken. There shall be no voting

by proxy.

Option 1

(Also allows voting by proxy in elections)

Section 5.2. Voting in Elections. After the nominations of the nominating committee have been

placed before the members of the credit union, the chairperson shall call for nominations from

the floor. When nominations are closed, tellers shall be appointed by the chairperson, ballots

shall be distributed, the vote shall be taken and tallied by the tellers, and the results announced.

All elections shall be determined by plurality vote and shall be by written ballot, except where

there is only one (1) nominee for the office, in which case a voice vote or show of hands is

acceptable. In the case of a tie vote, succeeding ballots shall be taken. Each member entitled to

vote in elections may vote in person or by proxy. The form of the proxy and requirements for

proxy voting shall be established by the board. An organization having membership in the credit

union may cast its one (1) vote through a designated agent authorized by the organization to

transact business with the credit union.

You may want to add one or all of the following options to Section 5.2:

Option 2

(One vote per member)

Irrespective of the number of shares held, no member shall have more than one (1) vote.

Option 3

(Members must own at least one share)

No members shall be eligible to vote, to nominate or be nominated, or hold any office unless

they own at least one (1) share.

Option 4

(Minimum age to vote or hold office)

The board may establish by resolution, a minimum age, not greater than the age of majority, as a

qualification to vote at meetings of the members or hold office.

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Option 5

(Allows electronic voting)

The board may adopt policies and procedures providing for electronic voting by the membership

in lieu of nominations from the floor. Prior written notice of such policies and procedures shall

be given to the membership at least sixty (60) days before becoming effective.

Option

(Nomination by petition in lieu of nominations from the floor)

Section 5.3. Nomination by Petition. The board may adopt policies and procedures providing

for nominations by petition from the membership in lieu of nominations from the floor. Prior

written notice of such policy and procedures shall be given to the membership at least sixty (60)

days before becoming effective.

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Article VI

Board of Directors,

Officers and Their Duties

Comment

Before drafting this article, see your state’s credit union act requirements related to the board of

directors and draft the sections in this article in compliance with your act. See, State Credit

Union Acts. Most states have specific requirements related to the board.

The following are general board provisions for bylaws. They may, and most likely do, need to

be modified to conform to your state act requirements. They may also be used to supplement

your state’s requirements, as long as they are consistent with your state’s credit union act.

Section 6.1. Responsibility. The board shall have responsibility for the general management and

control of the affairs, funds and records of the credit union. Additionally, the board shall have

the duties set forth in Section ___________ of _______________________________________.

[Reference your state’s credit union act.]

Section 6.2. Number of Board Members and Term. The initial board shall consist of _____

members, _____ who shall serve until the next annual meeting, ______ who shall serve until the

second annual meeting, and ______ who shall serve until the third annual meeting, and until

their successors are elected and qualified. Thereafter, the term of office for board members shall

be three (3) years and until the election and qualification of their successors.

Comment

It is suggested that the number of board members should be an odd number (at least five) and

that their terms should be staggered to maintain experience on the board.

Section 6.3. Qualifications. All board members shall be natural person members of the credit

union and shall be at least the age of majority. No member of the board shall serve as a loan

officer.



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Option

(Specifies number of credit union employees on the board)

Section 6.3. Qualifications. All board members shall be natural person members of the credit

union and shall be at least the age of majority. No member of the board shall serve as a loan

officer. No more than [insert number, if any] credit union employees may serve on the board at

any one time.

Comment

After determining which committees are permitted or required by your state’s credit union act,

consider whether you want to preclude members of a particular committee or committees from

serving on the board, e.g., if you have a supervisory committee, you may want to prohibit its

members from serving on the board to avoid a potential conflict of interest. If so, include the

prohibition in Section 6.3.

Also, determine whether you want to preclude compensation of board members. If so, add ―nor

receive compensation for his or her services as a board member‖ after ―loan officer‖ in Section

6.3

Section 6.4. Board Officers. At their first board meeting, and annually thereafter at the first

board meeting following the annual meeting of the members, the board members shall elect a

chairperson (president), vice chairperson (vice president), treasurer and secretary.

Section 6.5. Powers and Duties of Board Officers.

(1) The president shall preside at all meetings of the members and at all meetings of the board,

and, together with the treasurer, shall sign all conveyances of property. The president shall

perform such other duties as customarily appertain to the office of president or as he or she may

be directed by the board not inconsistent with law or these bylaws.

(2) The vice president shall have and exercise all the powers, authority, and duties of the

president during the absence of the president or his or her inability to act.

(3) The office and duties of the treasurer shall be as follows:

a. Subject to such limitation and control as may be imposed by the board, the treasurer shall have

custody of all funds, securities, valuable papers, and other assets of the credit union. The

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treasurer shall provide and maintain full and complete records of all assets and liabilities of the

credit union in accordance with the forms and procedures prescribed by law.

b. The treasurer shall conduct the general operations of the credit union under the control and

direction of the board until a manager is employed.

c. The board shall appoint a manager and authorize him or her under the direction of the treasurer

to perform any of the duties required of the treasurer, including the signing of checks. The

manager may be compensated.

d. Within ten (10) days after the close of each month, the treasurer shall insure that the books are

closed and that a financial and statistical statement showing the condition of the credit union as

of close of business on the last business day of the preceding month, is prepared and submitted to

the board. A copy of this statement shall be promptly posted in a conspicuous place in the main

office of this credit union, where it shall remain until replaced by the financial statement of the

succeeding month. The treasurer shall prepare and forward to [insert name of your state

financial department] such financial reports as said [insert name of your state financial

department] may require.

(4) The secretary shall prepare and maintain full and correct records of all meetings of the

members and of the board. He or she shall give or cause to be given, in the manner provided by

these bylaws, proper notice of all of the meetings of the members and shall perform such other

duties as he or she may be directed to perform by resolution of the board, not inconsistent with

law or these bylaws.

Section 6.6. Board Meetings. The board shall meet at least monthly. The date, time and place

of the meetings shall be set by resolution of the board. Notice of all board meetings shall be

given in such manner as the board may from time to time, by resolution, prescribe.

Option

(Allows board meetings via conferencing)

Section 6.6. Board Meetings. The board shall meet at least monthly. The date, time and place

shall be set by resolution of the board. A conference among board members by any reasonably

available means of communication through which the board members may simultaneously hear

each other during the conference constitutes a board meeting, if the number of board members

participating in the conference would be sufficient to constitute a quorum as set forth in Section

6.8 below.

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Section 6.7. Special Meetings of the Board. Special meetings may be called by the chairperson.

Additionally, special meetings shall be called by the chairperson at the request of three (3) or

more board members. The chairperson, or in his or her absence, the vice chairperson, shall set

the time and place of special meetings unless the board, by resolution, prescribes otherwise.

Section 6.8. Quorum. A quorum shall consist of a majority of the board members.

Section 6.9. Vacancies. Any vacancy on the board shall be filled by a vote of the majority of the

remaining board members. In the event of a tie, the chairperson shall have the deciding vote.

Board members so appointed shall hold office only until the next annual meeting, at which time

the unexpired terms shall be filled by vote of the members.

Option

(Allows members to be removed for failure to attend meetings)

Section 6.9. Vacancies. Any vacancy on the board shall be filled by a vote of the majority of the

remaining board members. Board members so appointed shall hold office only until the next

annual meeting, at which time the unexpired terms shall be filled by vote of the members. If a

member of the board fails to attend three (3) consecutive regular meetings, unless excused for

cause, the office shall be declared vacant and the vacancy filled as provided in this section, but

only after an opportunity has been given to the board member to be heard.

Section 6.10. Board Appointment of Committee Members. The board shall designate such

committee or committees as it deems necessary and appropriate or as may be required by law for

conducting the affairs of the credit union.

Comment

Most state credit union acts provide for board committees. Consult your act to determine which,

if any, committees are permitted or required and add a section or sections to this article that sets

forth the board’s authority and requirements with respect to such committees. See, State Credit

Union Acts.



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Article VII

Committees

Comment

Most state credit union acts provide for board committees. Consult your act to determine which,

if any, committees are permitted or required and add a section or sections to this article that

provides for such committees. See, State Credit Union Acts.

The following are general provisions for bylaws and are aligned with CUNA’s Model Credit

Union Act, which only requires the appointment of an audit committee - appointment of other

committees is at the discretion of the board. These general provisions eliminate the traditional

supervisory committee, in a shift toward a post Sarbanes-Oxley audit committee.

Keep in mind, these general provisions may, and most likely do, need to be modified to conform

to your state act’s requirements.

Section 7.1. Audit Committee. The board shall appoint from among the members of the credit

union, an audit committee of not less than three (3) persons within thirty (30) days following

each annual election. At the first annual meeting, elections to the audit committee shall be held

in such manner that the term of office of ________ member(s) shall expire at the end of one (1)

year, the term of office of ________ member(s) shall expire at the end of two (2) years, and the

term of office of ________ member(s) shall expire at the end of three (3) years. Thereafter,

members of the audit committee shall serve from the time of their election for a period of three

(3) years and until their successors have been elected. Members of the audit committee may, but

need not be, on the board of directors.

Section 7.2. Other Committees. The board may appoint other committees necessary or

convenient to the operation of the credit union.


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Article VIII

Shares and Dividends

Comment

Consult your state’s credit union act to determine the requirements related to shares and deposits.

See, State Credit Union Acts. The following are general provisions; they may need to be

modified to conform to your state’s requirements. They may also be used to supplement your

state’s requirements, as long as they are consistent with your state’s credit union act.

Section 8.1. Par Value. The par value of one (1) share shall be set by the board.

Comment

With the wording in Section 8.1, there is no need to amend the bylaws in the event the board

increases the par value of a share.

Section 8.2. Limit on Shares. The board may establish, by resolution, a limit on the number of

shares which may be owned by a member.

Section 8.3. Withdrawals. Money paid in on shares or into any accounts may be withdrawn on

any day when payment for shares and other accounts may be made; however, the board shall

have the right at any time to require members to give [insert number, e.g., 30, 60] days’ written

notice of intention to withdraw all or any part of the amounts paid in by them.

Section 8.4. Dividends. Dividends shall be declared by the board, or the board’s delegee [select

one: monthly/quarterly/semi-annually/annually] and shall be paid on all eligible shares

outstanding at the time of the declaration.

Section 8.5. Minors. Shares may be issued in the name of a minor. State law shall govern the

rights of minors to transact business with the credit union.


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Article IX

Loans and Investments

Comment

Before drafting this article, see your state’s credit union act related to loans and draft the sections

in this article in compliance with your act. See, State Credit Union Acts. Most states have

specific requirements related to loans.

The following are general loan provisions for bylaws. They may, and most likely do, need to be

modified to conform to your state’s requirements. They may also be used to supplement your

state’s requirements, as long as they are consistent with your state’s credit union act.

Section 9.1. Loans. The credit union may provide loans to members for such purposes and upon

such conditions as prescribed by the board. The board shall establish written policies with

respect to the granting of loans and the extending of lines of credit, including the terms,

conditions and acceptable forms of security. All loans shall be evidenced by records adequate to

support enforcement and collection of the loans and periodic reviews for safety and soundness.

Section 9.2. Interest. The rate of interest on loans shall be fixed from time to time by the board

and shall in no case exceed the maximum rate permitted by law.

Section 9.3. Maximum Amount. No loan shall be made to any member in excess of any

maximum amount set by the board.

Section 9.4. Delinquency. Any member whose loan is delinquent may be required to pay a late

charge as determined by the board, as long as such charge is consistent with applicable law.

Section 9.5. Investments. The credit union shall make all investments in accordance with

applicable law, the [insert name of state] Credit Union Act and the policies established by the

board.

Section 9.6. Loans to Officials.

(1) The credit union may make loans to directors, officers and committee members, provided

that the loan complies with all requirements of the [insert name of state] Credit Union Act and is

not on terms or conditions more favorable than those extended to other similarly situated

members of the credit union.

(2) The credit union may permit directors, officers and committee members to act as co-makers,

cosigners, or guarantors of loans to other members, subject to the requirements of subsection (1).


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(3) It shall be the duty of the board to establish a written policy concerning loans to directors,

officers and committee members.

Option

(Broad loan provisions)

Section 9.1. Loans. Loans shall be made in accordance with applicable law, the [insert name of

state] Credit Union Act and the written policies established by the board.

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Article X

General Provisions

Comment

You may want to select one or more of the following general provisions to fit the needs of your

credit union, so long as they are consistent with your state’s credit union act.

Indemnification

Comment

Your Credit Union’s indemnification provision may be included in either your state’s credit

union act or your bylaws, but need not be included in both.

Before adopting an indemnification provision, carefully consider who your credit union wishes

to indemnify and to what extent. For example, you may wish to indemnify your volunteers and

executive personnel, but not your front office staff. You may select, modify or combine one or

more of the following options to fit the needs of your credit union, so long as they are consistent

with your state’s credit union act. You are urged to seek legal advice on this matter.

Option 1

(Broad indemnification)

Section 10.1. Indemnification. The credit union may indemnify directors, officers, committee

members and employees who have been made [or are threatened with being made] a party to any

suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason

of the fact that the person is or was a director, officer, committee member, or employee of the

credit union. Any such indemnification shall be limited to reasonable expenses incurred from

such suit or proceeding.

The credit union may advance or reimburse expenses reasonably incurred by a director, officer,

committee member or employee who has been made [or is threatened with being made] a party

to a suit or proceeding in advance of a final disposition. All decisions pertaining to

indemnification shall be made by majority vote of disinterested directors serving on the board.

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Option 2

(No indemnification for criminal matters; narrower than Option 1)

Section 10.1. Indemnification. The credit union may indemnify directors, officers, committee

members and employees who have been made [or are threatened with being made] a party to a

suit or proceeding, whether civil, administrative, or investigative, but excluding all criminal

matters, arising out of their service at the credit union while acting in good faith to further what

they reasonably believed to be the best interests of the credit union. Any such indemnification

shall be limited to reasonable expenses incurred from such suit or proceeding.

The credit union may advance or reimburse all expenses reasonably incurred by a director,

officer, committee member or employee who has been made [or is threatened with being made] a

party to a suit or proceeding in advance of a final disposition. All decisions pertaining to

indemnification shall be made by majority vote of disinterested directors serving on the board.

Option 3

(Requires indemnification under certain circumstances and permits indemnification under

other circumstances; Permits purchase of indemnification insurance)

Section 10.1. Indemnification. The credit union shall indemnify directors, officers, committee

members and employees who are successful in the defense of any suit or proceeding in which

they were made a party because of their connection to the credit union.

The credit union may indemnify any acting or former director, officer, committee member or

employee made a party to a suit or proceeding, or obligate itself to advance or reimburse

expenses incurred in a suit or proceeding, provided that the credit union shall not indemnify for:

(a) that persons’ acts or omissions adjudged to be intentional misconduct or a knowing violation

of law; (b) conduct making the person liable for an unlawful distribution to members; or (c) any

transaction in which the person is adjudged to have received a benefit in money, property or

services, to which the person was not entitled.

Any determination to indemnity or advance expenses under this section shall be made by a

majority vote of disinterested directors and shall be limited to reasonable expenses incurred from

such suit or proceeding. Any indemnification or advance of expenses to a person under this

section shall be reported, in writing, to the members of the credit union before the next annual

membership meeting.

The credit union may, but shall not be required to, purchase and maintain insurance on behalf of

any individual who is or was a director, officer, committee member or employee of the credit

union to insure against liability incurred by any such person.

24




Conflict of Interest

10.2. Conflict of Interest. A director, officer, committee member or employee of the credit

union may not in any manner, directly or indirectly, participate in the deliberation upon or the

determination of any question affecting such person’s financial interest or the financial interest

of any corporation, partnership or association, other than the credit union, in which the person is

directly or indirectly interested. In the event of any such disqualification of a director, the

remaining qualified directors present at the meeting, if constituting a quorum with the

disqualified director(s), may exercise with respect to such matter, by majority vote, all the

powers of the board.

Emergency Operations

10.3. Emergency Operations. In the event of an emergency sufficient to disrupt customary

credit union operations, the credit union shall conduct its affairs under guidance from the credit

union’s board and subject to any government directives. Emergency operations shall be

conducted under a crisis recovery plan approved by the credit union’s board.

Confidentiality

10.4. Confidentiality. The directors, officers, committee members and employees of the credit

union shall hold in confidence all transactions of the credit union with its members and all

information regarding their personal affairs, except to the extent deemed necessary by the board

in connection with the making of loans and the collection thereof or as permitted or required by

applicable state or federal law.

Removal of Directors and Committee Members

Section 10.5. Removal of Directors, Officers and Committee Members. Notwithstanding any

other provision in these bylaws, any director, officer or committee member of the credit union

may be removed from office by the affirmative vote of a majority of the members present at a

special meeting called for such purpose, but only after an opportunity has been given to the

director, officer or committee member to be heard.

25




Option

(Requires two-thirds vote for removal)

Section 10.5. Removal of Directors, Officers and Committee Members. Notwithstanding any

other provision in these bylaws, any director, officer or committee member of the credit union

may be removed from office by the affirmative vote of two-thirds (2/3) of the members present

at a special meeting called for such purpose, but only after an opportunity has been given to the

director, officer or committee member to be heard.

Compliance with Laws and Regulations

Section 10.6. Compliance with Laws and Regulations. All power, authority, duties and

functions of the directors, officers, committee members and employees of the credit union shall

be exercised in compliance with applicable laws and regulations, the charter of the credit union

and these bylaws. If any provision in these bylaws conflicts with any applicable state or federal

laws or regulations, such provision is deemed to be amended to conform to the applicable law or

regulation.

26




Article XI

Amendment of Bylaws

Comment

Before drafting this article, see Appendix A for your state’s requirements to amend bylaws.

Section 11.1. Amendment by Board. These bylaws may be amended in any manner not

inconsistent with applicable law by a majority vote of the board at any duly convened meeting of

the board, but only after the members of the board have been given at least thirty (30) days

notice of said meeting and the notice includes a copy of the proposed amendment or

amendments.

Option

(Allows amendments by members)

Section 11.2. Amendment by Members. These bylaws may be amended by a three-fourths (3/4)

majority vote of the members present at any annual or special meeting of the members, if the

notice of such meeting included a copy of the proposed amendment or amendments.

Section 11.3. Effective Date. No amendment of these bylaws shall become effective until

approved by the [insert name the department that must approve amendments in your state, if

applicable; See Appendix A].

Section 11.4. Report to Membership. Amendments shall be reported to the membership of the

credit union no later than the next membership meeting following approval of such amendment.

27




Appendix A

State Credit Union Act Requirements

To Amend Existing Bylaws

Alabama

Ala. Code §5-17-9. Fiscal year; meetings of members; amendments of bylaws.

. . . The bylaws may be amended as provided in the bylaws. Amendments to the bylaws shall be

submitted to the administrator who shall approve or disapprove the amendments within 60 days

provided that the administrator shall not disapprove an amendment which corresponds with the

form of bylaws which the administrator furnishes for the guidance of the incorporators of a credit

union. There shall be no voting by proxy, a member other than a natural person casting a single

vote through a delegated agent.

Alaska

Alaska Stat. § 06.45.020. Formation of credit union.

(c) . . . Copies of the original bylaws of the credit union and any amendments of the bylaws shall

be filed with the commissioner.

Arizona

Ariz. Rev. Stat. §6-508. Certificate of organization and bylaws.

C. The board of directors may adopt proposed amendments to the bylaws at any duly held

meeting by a three-fourths majority vote. After proposed amendments have been approved, the

board shall submit the proposed amendments to the superintendent for his approval. The

amendments are effective on approval of the superintendent. At the next regular or special

meeting of the membership the board shall submit all amendments to the bylaws to the members

for ratification.

Arkansas

Ark. Code §23-35-302. Amendments to articles of incorporation and bylaws.

(a) The articles of incorporation and bylaws may be amended as provided in the bylaws.

28




(b) (1) Amendments to the articles of incorporation and the bylaws shall be submitted in writing

to the State Credit Union Supervisor.

(2) Amendments shall become effective upon approval in writing by the State Credit Union

Supervisor.

California

Cal. Fin. Code §14103. The bylaws shall prescribe the manner in which the business of the

credit union shall be conducted with reference to the following matters:

(g) The manner in which the bylaws may be amended.

Cal. Fin. Code §14456. Unless the bylaws expressly reserve any or all of the following duties to

the members, the directors have all of the following special duties:

(f) To amend the bylaws, except where membership approval is required.

Cal. Fin. Code §14820.

(e) Subdivision (a) notwithstanding:

(1) No amendment of the articles or bylaws repealing, restricting, creating or expanding proxy

rights may be adopted without approval by the members.

(2) No amendment of the articles or bylaws restricting or limiting the use of proxies may affect

the validity of a previously issued irrevocable proxy during the term of its irrevocability, so long

as it complied with applicable provisions, if any, of the articles or bylaws at the time of issuance,

and is otherwise valid under this section.

Colorado

Colo. Rev. Stat. §11-30-102. Bylaws of credit unions.

. . . Any and all amendments to the bylaws shall be approved by the commissioner before they

become operative.

Connecticut

Conn. Gen. Stat. § 36a-437a. Organization.

(h) (2) The bylaws of a Connecticut credit union may not be amended without the written

approval of the commissioner for a period of three years following issuance by the commissioner

29




of the certificate of authority to engage in the business of a Connecticut credit union. Thereafter,

the bylaws of a Connecticut credit union may be amended in accordance with subdivision (3) of

this subsection, provided the bylaws comply with this subdivision, and any such amendment

changing the name of the credit union or the field of membership of the credit union shall require

the written approval of the commissioner in accordance with subdivision (3) of this subsection.

The commissioner's approval shall not be required to amend the field of membership of a

Connecticut credit union with a multiple common bond membership to add a group of less than

five hundred potential members, excluding members of the immediate family or household of a

potential member.

(3) The bylaws may be amended by the adoption at a meeting of an amendment resolution by

two-thirds of the directors of the credit union. Written notice of the meeting and text of the

proposed amendment shall be given to each director at least seven days prior to the meeting. The

Connecticut credit union shall file with the commissioner, within ten days after its adoption, one

copy of any proposed amendment on a form provided by the commissioner. In the case of a

proposed amendment requiring the commissioner's approval, the commissioner shall, within

thirty days after such filing, determine whether such proposed amendment is consistent with the

provisions and purposes of sections 36a-435a to 36a-472a, inclusive. The thirty-day period may

be extended by the commissioner, in writing, if the commissioner determines that the proposed

amendment raises issues that require additional information or additional time for analysis. The

commissioner, upon determining that such proposed amendment satisfies the requirements of

said sections 36a-435a to 36a-472a, inclusive, shall endorse the commissioner's approval on such

proposed amendment, and return one copy thereof to the Connecticut credit union.

(4) Any amendment to the bylaws of a Connecticut credit union shall become effective when

adopted except amendments requiring the approval of the commissioner which shall become

effective upon such approval.

Delaware - No State Act

Florida

Fla. Stat. §657.006. Amendments to bylaws.

(1) All bylaw amendments must be submitted to the office. The office shall approve or

disapprove bylaw amendments within 60 days after receipt. The office shall approve the

proposed bylaw amendment unless it finds that the amendment:

(a) Is not in the best interest of the membership;

(b) Is not in accord with sound credit union practices;

(c) Exposes the assets of the credit union to unnecessary risks; or

(d) Is not in compliance with applicable statutes or rules.

(2) The commission may, by rule, allow certain bylaw amendments that are ministerial in

nature to become effective immediately upon filing with the office.

30




Georgia

Ga. Code. Ann. §7-1-634. Amendment of articles and bylaws; fee for investigation; approval or

denial by department.

(a) Amendments to the bylaws of a credit union may be adopted and amendments of the articles

may be requested by the affirmative vote of two-thirds of the authorized number of members of

the board of directors at any duly held meeting thereof if the members of the board have been

given prior written notice of said meeting and the notice has contained a copy of the proposed

amendment or amendments. No amendment of the bylaws or of the articles shall become

effective until approved in writing by the department.

(b) Every proposed amendment of the articles shall be filed in triplicate with the department

together with the fee specified in Code Section 7-1-862. Proposed amendments of the bylaws

shall be filed with the department.

(c) The credit union may amend its bylaws to change its field of membership by adding

additional groups of persons subject to the following conditions:

(1) Each new group must have a common bond that meets one of the descriptions in subsection

(b) of Code Section 7-1-630; and

(2) The credit union must pay such fee as may be established by the department to defray the

cost of investigation.

(d) The department shall grant or deny approval of a complete and accepted application to amend

the bylaws within 90 days, subject to safety and soundness and other criteria established by the

department for these applications.

(e) The department shall maintain a permanent record of any approved amendment to the bylaws

of a credit union which changes the field of membership proposed in the original articles or as

subsequently amended.

Ga. Code. Ann. §7-1-635. Procedures for department.

(a) The department shall, in its discretion, approve or disapprove of proposed amendments to the

articles or to the bylaws within 90 days after they are submitted by the credit union and within

that time shall so advise the Secretary of State of any changes to the articles and inform the credit

union in writing of its approval or disapproval.

(b) If the department should disapprove any articles or proposed amendments to articles or

bylaws, it shall state the reasons for its disapproval. The subscribers or credit union shall have

reasonable time, not more than 90 days from the date of disapproval or such additional time as

the department may allow, to correct any matters causing its disapproval. If such matter is

corrected, the department shall then advise the Secretary of State and credit union in writing of

its approval of changes to the articles or the credit union alone in writing of its approval in the

case of amendment of the bylaws.

(c) Final action by the department in approving or disapproving articles or amendments thereto

or to the bylaws shall be conclusive, except that it may be subject to judicial review under Code

31




Hawaii – No provision for amending bylaws in the state credit union act.

Idaho

Idaho Code Ann. § 26-2106. Amendments.

The articles of incorporation or the bylaws may be amended as provided in the bylaws. Any and

all proposed amendments to the articles of incorporation or bylaws shall be submitted in writing

to the director of finance for approval before they are submitted to a vote by the members.

Amendments approved by the members shall become effective upon certification of member

approval in writing to the director. A copy of the articles of incorporation or bylaws, as amended,

shall be submitted to the director within sixty (60) days after the effective date of an amendment.

Illinois

205 Ill. Comp. Stat. § 305/4. Amendments to Articles of Incorporation and Bylaws.

Amendments to the Articles of Incorporation may be made by the members at any regular or

special meeting, if the proposed amendment is set forth in the call of the meeting and is approved

by at least two thirds of the members present at a meeting at which a quorum is present.

Amendments to the bylaws may be made by the members at any regular or special meeting, if

the proposed amendment is set forth in the call for the meeting and is approved by a majority of

the members present at a meeting at which a quorum is present. Amendments to the bylaws may

also be made by the Board of Directors at any regular or special meeting, if the proposed

amendment is set forth in the call of the meeting and approved by at least two thirds of the

Directors present at a meeting at which a quorum is present. A report shall be made to the

members at the next annual meeting of any amendments to the bylaws adopted by the Board of

Directors. Any amendment to the Articles of Incorporation or bylaws of a credit union shall be

approved by the Director before the amendment is effective. The Director shall approve or

disapprove of any amendments within 60 days after submission to him.

Indiana

Ind. Code § 28-7-1-16

Board of directors; board officers; credit union officers; board meetings; executive committee;

directors' duties; loan officers; delegation of duties; suspension or removal of officer; action by

written consent

(f) It is the duty of the directors to do the following:

32




(2) To amend the bylaws, provided that the qualifications for membership in the credit union are

principally defined in the articles of incorporation.

Ind. Code § 28-7-1-14

Fiscal year; membership meetings; voting rights

Sec. 14. A credit union fiscal year shall end at the close of business on the thirty-first day of

December. Special meetings of the members of any credit union may be convened by order of

the board of directors or the supervisory committee, or by a petition of at least ten per cent (10%)

of the members. A member shall have one (1) vote. The members may decide on any matter

concerning the credit union. The members may overrule the directors, and, by a three-fourths

(3/4) vote of those present, may amend the bylaws if the notice of the meeting stated the

proposed amendment.

Iowa

Iowa Code § 533.20. Organization.

8. Bylaws may be amended by any of the following methods:

a. The favorable vote of a majority of the members present at a meeting, if that number

constitutes a quorum and if the proposed amendment was contained in the notice of the meeting.

b. The favorable vote of a majority of the members of the board.

c. By a majority vote of members voting by mailed or electronic ballot, ensuring the

confidentiality of voters, according to procedures specified by rule of the superintendent,

requiring at least twenty days’ notice to all members. An announcement shall be made to

members of the results of the vote. Ballots shall be preserved for a reasonable period of time

following the vote.

d. A combination of procedures as specified in paragraphs ―a‖ and ―c‖, whereby members are

allowed to vote either in person at a meeting or by mailed or electronic ballot, according to

procedures specified by rule of the superintendent. If the proposed amendment receives a

favorable majority of the total votes cast in person and by mailed or electronic ballot, the bylaws

shall be amended.

Kansas

Kan. Stat. Ann. § 17-2202. Amendments to bylaws and charter; bylaws amendments to be filed.

(a) Amendments of the bylaws may be adopted and amendments of the charter may be requested

by the membership pursuant to K.S.A. 17-2207, and amendments thereto, or by the affirmative

vote of 2/3 of the authorized number of members of the board of directors at any duly held

meeting, if the members of the board have been given prior written notice of the meeting and the

notice has contained a copy of the proposed amendment or amendments.

33




(b) No amendment to the bylaws shall become operative until approved by the administrator

in writing, and until a certified copy has been filed as original bylaws are filed.

Kentucky

Ky. Rev. Stat. Ann. § 286.6-035. Amendment of articles of incorporation or bylaws.

(1) The articles of incorporation or the bylaws may be amended as provided in the bylaws.

Amendments to the articles of incorporation or bylaws shall be submitted to the commissioner

who shall approve or disapprove the amendments within sixty (60) days.

(2) Amendments shall become effective upon approval in writing by the commissioner.

Louisiana

La. Rev. Stat. Ann. § 665. Bylaws.

A. The members of a credit union may make, amend and repeal the by-laws of the credit union.

This power may be expressly vested by the articles, or by a by-law adopted by the members, in

the board of directors, subject always to the power of the members to change the action of the

directors. Unless the articles or by-laws provide otherwise, the powers hereby conferred shall be

exercised by a majority vote of the directors or the members of the credit union, as the case may

be, present at any regular or special meeting convened after at least ten days' notice, and the

notice has contained a copy of the proposed by-laws or proposed amendment or amendments.

B. No by-laws or amendments of the by-laws shall become effective, however, until approved in

writing by the commissioner.

C.(1) Notwithstanding Subsection B of this Section, a credit union may amend its bylaws

through a field of membership expansion by providing written notice to the commissioner in the

manner and on a form prescribed by him, if the credit union meets all the criteria below:

(a) The most recent credit union examination rating is two or better.

(b) The net worth ratio of the credit union is at least seven percent as of the previous quarter-

end.

(c) The group proposed for membership consists of five hundred or fewer individuals.

(2) However, the commissioner may issue a written notice of disapproval within ten days after

receiving such form, or longer time if the commissioner determines that additional information is

required.

Maine

Me. Rev. Stat. Ann. tit. 9-B §848. Amendment of bylaws and charter.

1. Procedure. Amendments of the bylaws may be adopted, and amendments of the charter

requested, by the affirmative vote of 2/3 of the members of the board of directors at any duly

34




held meeting thereof, if the members of the board have been given at least 7 days' notice of said

meeting and the notice has contained a copy of the proposed amendment or amendments.

Maryland

Md. Code § 6-320. Amendment of bylaws or articles of incorporation -- In general.

(a) Member approval. --

(2) (i) Except as provided in subparagraph (ii) of this paragraph, the board may amend the

bylaws without approval of the members.

(ii) The board may amend the bylaws only with the approval of the members for any

amendment that addresses one of the following subjects:

1. The manner or method by which a meeting of the members can be convened;

2. Quorum requirements for a meeting of the members;

3. The voting rights of members;

4. Except as provided in § 6-303(b) of this subtitle, any change in the field of membership;

5. Requirements for the number, classifications, qualifications, and term of office for

directors;

6. Procedures for removing directors;

7. Procedures for filling vacancies on the board; and

8. Any other issue as determined by the Commissioner.

(b) Required notice and vote. -- At any meeting of the members, the members may amend the

articles of incorporation or, may approve an amendment to the bylaws as provided in subsection

(a)(2)(ii) of this section, if:

(1) The notice of the meeting specifies the amendment to be considered; and

(2) Two-thirds of the members present vote for the amendment.

(c) When amendment becomes effective. --

(1) An amendment to the articles of incorporation does not become effective until:

(i) The amendment is approved by the Commissioner in writing no later than 60 days after

the date of submission of the proposed amendment, unless the Commissioner and the

credit union agree to a longer period of time; and

(ii) A copy of the amendment certified by the Commissioner is filed with the State

Department of Assessments and Taxation.

(2) Whether approved only by the board or by the members as required under subsection

(a)(2)(ii) of this section, an amendment to the bylaws does not become effective until the

amendment is approved by the Commissioner in writing no later than 60 days after the date of

35




submission of the proposed amendment, unless the Commissioner and the credit union agree to a

longer period of time.

(d) Findings. -- The action of the Commissioner on the proposed amendment to the articles of

incorporation or the bylaws under subsection (c)(1)(i) or (2) of this section shall be based on a

finding as to whether or not the proposed amendment:

(1) Is in the best interest of the membership;

(2) Provides means for better service to the membership;

(3) Is in accord with sound credit union practices; and

(4) Exposes the members' funds to unnecessary risk.

(e) Reporting. -- The board shall report an amendment to the members of the credit union no

later than the next meeting of the members after the Commissioner approves the amendment.

Massachusetts

Mass. Gen. Laws ch. 171, § 10. Amendment of by-laws.

The by-laws may be amended at any annual meeting, or at a special meeting called for the

purpose, by a majority vote of all of the members present and entitled to vote; provided,

however, that the notice of the meeting and of the proposed amendment is given each member in

the manner prescribed in said by-laws. No amendment or amendments containing a change in the

conditions of residence, occupation or association which qualify persons for membership, or

change in location, or change in name shall become operative until approved in writing by the

commissioner.

Michigan

Mich. Comp. Laws § 490.303. Amendment to certificate of organization or bylaws.

If approved by a majority of the members present at a duly constituted annual or special meeting

of the members, the membership may amend the certificate of organization or bylaws of a

domestic credit union or delegate authority to the credit union board, or rescind the authority of

the credit union board, to amend the certificate of organization or bylaws. Any proposed action

to amend the certificate of organization or the bylaws or to delegate authority to amend the

certificate of organization or bylaws to the credit union board shall be stated in a notice of the

meeting. An amendment to the certificate of organization or bylaws is not effective unless it is

submitted to the commissioner for review and approved by the commissioner.

36




Minnesota

Minn. Stat. § 52.02. BYLAWS AND AMENDMENTS, APPROVAL.

Subdivision 1.Amendments by members. (a) To amend the certificate of organization or bylaws,

proposed amendments shall be set forth as follows:

(1) if balloting by mail has not been authorized by the board of directors, then a statement of

intent to amend which identifies the proposed amendments shall be set forth in the notice of the

meeting; or

(2) if balloting by mail has been authorized by the board of directors as either the exclusive

means of voting or in conjunction with voting in person, a statement of intent to amend which

identifies the proposed amendments shall be set forth in a notice mailed to all members eligible

to vote at least 30 days prior to the close of balloting by mail. Any amendments to the certificate

of organization or bylaws shall be approved by two-thirds vote of the members actually voting, if

the members actually voting constitute a quorum.

(b) A member receiving notice of a proposed bylaw amendment pursuant to this subdivision may

request a written copy of the proposed bylaw amendment. This request must be made no later

than ten days prior to the close of balloting by mail or the date set for the meeting. The credit

union shall provide the member with a written copy of the proposed bylaw amendment upon

receipt of a timely request and the original notice must inform the member of the right to make a

request. A copy of the proposed amendments shall be posted in the credit union's office for

member review 30 days prior to the close of balloting by mail or the date of the meeting.

Subd. 2. Bylaw amendments by directors. The members may, pursuant to subdivision 1, provide

for the bylaws to be amended by the board of directors. If the bylaws permit amendment by the

directors, any amendments shall be approved by a two-thirds vote of the total number of

directors authorized. The board of directors shall not adopt, amend, or repeal a bylaw fixing a

quorum for meetings of members, prescribing procedures for removing directors or filling

vacancies in the board, or fixing the number of directors or their classifications, qualifications, or

terms of office, but may adopt or amend a bylaw to increase the number of directors. If three

percent or more of all members propose a resolution for action by the members to adopt, amend,

or repeal bylaws adopted, amended, or repealed by the board and the resolution sets forth the

provisions proposed for adoption, amendment, or repeal, the resolution shall be submitted to the

members for a vote as provided in subdivision 1.

Subd. 3.Approval.Amendments to the certificate of organization or bylaws, other than the

addition to the field of membership of a small group or a group determined by the commissioner

under section 52.05 to be too small to form its own credit union, must be approved by the

commissioner of commerce before they become operative. The commissioner shall not

unreasonably withhold approval if the amendments do not violate any provision of this chapter

or other state law. In any event, the commissioner shall approve or disapprove the proposed

amendment within 60 days of the date the proposed amendment is submitted to the

37




commissioner by the credit union. In case of disapproval the credit union shall have the right to

appeal to a court of competent jurisdiction within the time limits stated in section 52.01, clause

(6). In case any amendment to the certificate of organization is adopted, the resolution,

containing a full text of the amendment and verified by its president or treasurer and approved by

the commissioner of commerce, shall be recorded in the Office of the Secretary of State. Upon

addition to the field of membership of a small group or a group determined by the commissioner

under section 52.05 to be too small to form its own credit union, a credit union must provide

timely written notice to the commissioner, and the commissioner shall have 30 days from receipt

of the notice to reject the addition of that group; if the commissioner does not reject the addition

within that period, it is deemed approved.

Mississippi

Miss. Code. Ann. § 81-13-5. Filing, contents, and amendment of bylaws.

(2) Amendments to the bylaws may be made by members at a regular or special meeting, if the

proposed amendment is set forth in the call for the meeting and is approved by a majority of the

members present at a meeting at which a quorum is present. The amendment of bylaws shall not

become effective until approved in writing by the commissioner.

Missouri

Mo. Rev. Stat. § 370.060. Amendments to bylaws, effective when.

No amendment to the bylaws shall become operative until approved by the director of the

division of credit unions and until a certified copy has been filed as original bylaws are filed.

Montana

Mont. Code Ann. § 32-3-303. Amendments.


Amendments to the articles of incorporation or bylaws must be submitted, by certified mail,

return receipt requested, to the department of administration, which shall approve or disapprove

the amendments within 60 days.

(2) Amendments become effective upon:

(a) approval in writing by the department, for which a fee may not be charged; and

(b) in the case of articles of incorporation, filing with the secretary of state.

(3) If the department does not approve or disapprove the amendments within the 60-day

period, the amendments must be considered approved, except that the department may extend the

approval period for an additional 30 days for good cause as stated in a written notice given to the

credit union within the original 60-day period.

38




Nebraska

Neb. Rev. Stat. § 21-1727. Articles and bylaws; amendments.

(1) The articles of association may be amended at any regular or special meeting at which a

quorum of the members as provided in the bylaws is present if the notice of the meeting

contained a copy of the proposed amendment. An amendment shall not become effective until it

has been filed with and approved in writing by the department and the fee prescribed by section

8-602 has been paid. One copy of an amendment or amendments to the articles of association

shall be filed in the office of the county clerk of the county where the credit union has its

principal place of business, for which a fee of fifty cents shall be charged.

(2) Except as provided in subsection (3) of this section, the bylaws may be amended at any

regular or special meeting of the board of directors by a majority of the total directors if the

notice of the meeting contained a copy of the proposed amendment. An amendment shall not

become effective until it has been filed with and approved in writing by the department and the

fee prescribed by section 8-602 has been paid.

(3)(a) The board of directors may adopt by resolution standard bylaw amendments adopted and

promulgated by the department from time to time. The standard amendments may include two or

more alternatives that the board of directors may elect. The standard bylaw amendments may

also include companion amendments which shall be adopted as a unit.

(b) The board of directors may adopt any standard bylaw amendment without prior approval of

the department as long as the standard bylaw amendment is adopted without any change in

wording and a Certificate of Resolution adopting such amendment is submitted to the department

containing the adopted language within ten days after the adoption of such amendment.

Certificate of Resolution forms shall be furnished by the department upon request. The fee

prescribed by section 8-602 shall not be charged when standard bylaw amendments are adopted.

Nevada

Nev. Rev. Stat. § 678.320. Amendment of articles of incorporation; bylaws.

1. The articles of incorporation or bylaws may be amended as provided in the bylaws. Any

amendment to the articles of incorporation or bylaws do not become effective until approved in

writing by the Commissioner.

2. The Commissioner shall not charge any fee for approving amendments to the articles of

incorporation or bylaws of any credit union organized pursuant to this chapter.

New Hampshire

N.H. Rev. Stat. Ann. § 394-B:7. Amendment. –

39




The board of directors of a credit union may, by majority vote, amend the bylaws.

New Jersey

N.J. Rev. Stat. § 17:13-94. Bylaws; approval of commissioner.

Every credit union shall, by majority vote of its members, adopt bylaws consistent with the laws

of this State. The bylaws may be amended from time to time. A copy of the bylaws and all

amendments thereto shall be certified by the secretary and forwarded to the commissioner, but

shall not become effective until approved by the commissioner. If the commissioner does not

approve the bylaws or any amendments thereto within 30 days of their submission, they shall be

deemed approved. Upon the commissioner's approval the bylaws or any amendments thereto

shall be filed with the department.

New Mexico

N.M. Stat. § 58-11-12. Amendments.

A. The articles of organization and the bylaws may be amended as provided in the articles and

bylaws, respectively. Amendments to the articles of organization or bylaws shall be submitted to

the director who shall approve or disapprove the proposed amendments within thirty days after

submission.

B. The director shall not approve any amendment to articles or bylaws which he determines

would be detrimental to any credit union's safety or soundness or to the welfare of a credit

union's members. No amendment shall become effective until approved by the director. If the

director disapproves any proposed amendment, the credit union may appeal the disapproval to

the court of appeals within thirty days.

New York

Banking Law, art 11, §478. Amendment of bylaws; approval of superintendent.

1. The bylaws of a credit union may be changed or amended by a vote of a majority of the total

number of directors which a credit union would have if there were no vacancies present at any

meeting; provided the proposed change or amendment shall have first had the approval of the

superintendent, except as provided in subdivision two of this section; and provided further, that

notice of such meeting, with notice of the proposed change or amendment, shall have been given

to each director as prescribed in the bylaws and provided, further, that any amendment, or

change in a bylaw affecting the manner or method by which a shareholders' meeting may be

convened, the voting rights of the shareholders, or a decrease in the number of directors of the

40




credit union shall also require the approval of a majority of the shareholders present at a meeting

of the shareholders. A copy of any change or amendment thus adopted shall be filed in the office

of the superintendent within thirty days after its adoption.

2. Notwithstanding the provisions of subdivision one of this section, a credit union may change

or amend its bylaws to add a group of less than three thousand members upon receiving a notice

of no objection from the superintendent. Within ten business days of receiving such proposed

change or amendment, the superintendent shall either send a notice of no objection, notify the

credit union that the proposed change or amendment is denied, or notify the credit union that

additional review is necessary; provided, however, that if additional review is necessary, the

superintendent shall notify the credit union of his or her final decision within no more than

twenty-five business days of receiving such proposed change or amendment.

3. Any credit union deeming itself aggrieved by the refusal of the superintendent to give his or

her approval to a proposed change or amendment may apply to any justice of the supreme court

of the district wherein the credit union is located, upon notice to the superintendent, for a review

of such decision. Such justice shall review the decision of the superintendent and may overrule

or set aside the action of the superintendent approve such change or amendment. An approval

thus obtained shall enable such credit union to make the change or amendment as approved.

North Carolina

N.C. Gen. Sta. § 54‑109.4. Amendments.

(a) The articles of incorporation or the bylaws may be amended as provided in the bylaws.

Amendments to the articles of incorporation or bylaws shall be submitted to the Administrator of

Credit Unions who shall approve or disapprove the amendments within 60 days.

(b) Amendments shall become effective upon approval in writing by the Administrator and

no fee shall be charged for such approval.

North Dakota

N.D. Cent. Code § 6-06-04. Amendment of certificate or bylaws –

Approval by state credit union board. The certificate of organization or bylaws of a credit union

may be amended by the board of directors or the membership of the credit union as specified in

the bylaws. If the bylaws provide for amendments by the board of directors, such amendments

require an affirmative vote of two-thirds of the authorized number of members of the board of

directors of the credit union at any duly held meeting of the board, if the members of the board

have been given prior written notice of said meeting and the notice contains a copy of the

proposed amendment or amendments. If the bylaws provide for amendments by the membership

of the credit union, such amendments require an affirmative vote of two-thirds of the members

present and voting at a duly called regular or special meeting of the membership, providing the

41




members have been given prior written notice of said meeting and the notice contains a copy or

summary of the proposed amendment or amendments. No amendment of the bylaws or of the

certificate of organization becomes effective, until approved in writing by the state credit union

board. Amendments to the certificate of organization together with a filing fee of twenty dollars

must be filed with the secretary of state within thirty days after the amendments have been

approved by the state credit union board.

Ohio

Note: Credit union bylaws are referred to as ―regulations‖ or ―code of regulations‖ in Ohio.

Ohio Rev. Code § 1733.33. Amendments to articles or regulations.

(A) The voting members may adopt amendments to the articles or regulations or amended

articles or regulations in a writing as provided in section 1733.11 of the Revised Code or in a

meeting of members called for that expressly stated purpose by a vote of two-thirds of the voting

members represented at such meeting; or, if the articles or regulations provide or permit, by the

affirmative vote of a greater or lesser proportion, but not less than a majority of the voting

members represented at such meeting. The board of directors may, at any duly held meeting,

adopt amendments to the field of membership article or to the regulations, by an affirmative vote

of two-thirds of the number of directors authorized by the articles or regulations.

(B) The directors may adopt the following amendments to the articles:

(1) Unless otherwise provided in the articles, an amendment changing the name of the

corporation;

(2) An amendment changing the place in this state where the principal office of the credit union

is located;

(3) An amendment changing the authorized number of shares; the express terms, if any, of the

shares; and if the shares are classified, as permitted in section 1733.24 of the Revised Code, the

designation of each class, their express terms, and par value, of any, per share.

(C) In the event amendments to the articles or regulations or amended articles or regulations are

adopted pursuant to section 1733.11 of the Revised Code, a copy of the proposed amendments or

proposed amended articles or regulations shall be distributed to all of the voting members at or

prior to the date on which solicitation begins for written approval. In the event the amendments

or amended articles or regulations are adopted in a meeting of members, copies of the proposed

amendments or amended articles or regulations, as the case may be, shall be distributed to voting

members upon request.

(D) Amendments to the articles or regulations or the amended articles or regulations shall

include only such provisions as may be included in or omitted from original articles or the

42




amended articles or regulations at the time the amendments or amended articles or regulations

are adopted.

(E) Amended articles or regulations shall contain a statement that they supersede the existing

articles or regulations, as the case may be.

(F) Any amendment or amended articles or regulations shall become effective only when it or

they have been approved by the superintendent in the same manner as required for original

articles or regulations under section 1733.07 of the Revised Code. Amendments to the articles or

amended articles shall become effective upon the filing of the same with the secretary of state.

Oklahoma

Okla. Stat. tit. 6, § 2006. 7. Succession – Powers.

A credit union shall have succession in its corporate name during its existence and shall have

power:

7. To amend its bylaws in the manner provided by the bylaws, but all amendments to the bylaws

must be submitted to and approved by the State Credit Union Board before they become

operative;

Oregon

Or. Rev. Stat. § 723.022. Amendment of articles and bylaws; fee; rules.


Amendments to the articles of incorporation or bylaws shall be submitted, together with a fee

established by rule of the Director of the Department of Consumer and Business Services, to the

director, who shall approve or disapprove the amendments within 30 days.

(2) Amendments shall become effective upon approval in writing by the director.

Pennsylvania

17 Pa. Cons. Stat. § 305. Bylaws.

(a) General rule.—

The original bylaws of a credit union shall be adopted by the incorporators of the credit union

and copies shall be transmitted to the department along with the articles of incorporation as

provided in this chapter.

(b) Board-initiated bylaw amendments.—

43




(1) Bylaws may be amended or repealed by the affirmative vote of a majority of directors at any

regular or special meeting of the board. Whenever the board of directors amends the bylaws,

written notice thereof shall be given to the members prior to the next meeting of the members or

within 90 days after such action by the board of directors, whichever is sooner.

(2) Any amendment to or repeal of the bylaws adopted by the board of directors may be repealed

or amended by a two thirds vote of the responding members. The member-initiated repeal or

amendment of a bylaw passed by the board of directors may be conducted at an annual or special

member meeting or conducted by mail ballot if the bylaws allow such a procedure. The vote

must be held at least ten days after the mailing of the notice in paragraph (1).

(3) Notwithstanding paragraph (2), the members of a credit union may amend the bylaws

pursuant to procedures set forth in subsections (d), (d.1) and (d.2), whichever subsection is

appropriate.

(c) Restrictions on board of directors.—

The board of directors shall not amend any bylaws fixing their qualifications, classification, term

of office or compensation.

(d) Member-initiated bylaw amendment or repeal for credit unions with more than 10,000

members.—

(1) Bylaws of a credit union with more than 10,000 members may be amended or repealed upon

member-initiated petition and the affirmative vote of two-thirds of the members voting thereon

by mail ballot.

(2) Written petition signed by 1% of all the members of a credit union with more than 10,000

members shall be the exclusive method by which such members may amend or repeal the

bylaws.

(3) Whenever the board of directors receives a member-initiated petition to amend or repeal the

bylaws, written notice thereof shall be given to all members of the credit union within 90 days,

and a mail ballot vote of the matter shall be held during a period of at least ten days after the

mailing of the notice and ballot.

(d.1) Procedure.—

(1) To initiate the procedure to amend or repeal the bylaws set forth in subsection (d), a member

of a credit union must obtain the petition form from the department. The department shall date

the petition form and file a copy of the form.

(2) Upon the request of a member, the credit union shall provide the member with a list of all

groups and their business addresses that are included as members of the credit union.

(3) The member seeking to amend or repeal the bylaws shall have 180 days from the receipt of

the petition form from the department to circulate the petition and obtain the requisite number of

signatures from members of the credit union. The petition shall be in a form provided by and

approved by the department and shall clearly identify the bylaw to be amended or repealed and

include the language of the proposed bylaw.

(4) On or before 180 days from the date the petition form was obtained from the department, the

member seeking to amend or repeal the bylaws must file the petition with the department. The

department shall indicate the date of filing on the petition and file the petition in the records of

44




the department. The department shall send a copy of the petition to the secretary of the credit

union.

(5) The secretary of the credit union shall verify that the signatures on the petition are the

signatures of members of the credit union and that the petition contains the requisite number of

signatures.

(6) The ballot may not be mailed if the credit union determines that any of the following

conditions have not been met:

(i) the petition does not contain the requisite number of signatures of members of the credit

union; or

(ii) for any other specified reason.

If the credit union determines that the ballot will not be mailed, then the secretary of the credit

union shall notify in writing the member who initiated the petition drive within ten days of

receipt of the petition by the credit union. The notification shall inform the member that the

ballot will not be mailed and the reason. It shall also inform the member of right to appeal to the

department.

(7) Any member seeking to contest a determination by the credit union not to mail the notice and

ballot provided for in subsection (d) may file a complaint with the department within 30 days of

receiving written notice from the secretary of the credit union's decision not to mail such notice

and ballot, and the department shall adjudicate the matter.

(8) The department may provide any person or governmental entity with a copy of the petition

form as well as any complaints filed with the department and other documents related to the

ballot procedure.

(9) If the credit union mails the notice and ballot provided for in subsection (d) or is ordered to

do so by the department, then the credit union shall send an official notice to all members of the

credit union, prepare and mail the ballots, arrange for tallying of the votes and report the results

to all members in accordance with subsection (d).

(10) The credit union shall bear the reasonable expenses associated with:

(i) Verifying that the signatures on the petition are the signatures of members of the credit union

and that the petition contains the requisite number of signatures.

(ii) Notifying the members.

(iii) Preparing and mailing the ballots.

(iv) Tallying the vote and reporting the results.

(d.2) Member-initiated amendment or repeal of bylaws for

credit unions with 10,000 or fewer members.—

A credit union with 10,000 or fewer members may amend or repeal the bylaws, in accordance

with existing bylaws of the credit union, as follows:

(1) by following the procedure outlined in subsections (d) and (d.1); or

(2) by a two-thirds vote of the members present and voting at a regular, special or annual

meeting of the credit union. If the vote is taken at a special meeting:

(i) Subsequent to the vote, if a majority of the board of directors vote to resubmit the amendment

or repeal by mail ballot to all of the members, it shall be resubmitted.

(ii) If the bylaws provide for a mail ballot procedure, then it will require two-thirds of the

responding member ballots to sustain the original vote.

45




(e) Appeal procedure.—

In the event that a bylaw amendment approved by the board of directors is rejected or changed

by the members at an annual or special meeting, the board of directors may resubmit the original

amendment to a vote of the entire membership through mail ballot procedures. The board of

directors may take such action if the resubmittal motion is approved by a vote of at least a

majority of the board of directors.

Rhode Island

R.I. Gen. Laws § 19-5-4. Contents of by-laws.

(b) No credit union seeking formation shall operate until the time the director or the director's

designee has approved the by-laws. Amendments to the by-laws shall not be operative until

approved by the director or the director's designee. Any credit union aggrieved by the decision of

the director or the director's designee shall have the right to appeal pursuant to chapter 35 of title

42.

R.I. Gen. Laws § 19-5-12. Powers and duties of directors.

(4) To make recommendations to members relative to the maximum number of shares that may

be held by any one member, amendments to the by-laws, and any other matters which, in their

opinion, the members should decide;

South Carolina

S.C. Code Ann. § 34-26-330. Amendment of articles of incorporation and bylaws.

(1) The articles of incorporation and the bylaws may be amended as provided in the articles and

bylaws, respectively. Amendments to the bylaws shall be submitted to the commissioner for

approval.

(2) Amendments shall become effective upon approval in writing by the commissioner.

South Dakota – No State Act

Tennessee

Tenn. Code Ann. § 45-4-102. Submission of bylaws and amendments to bylaws -- Provisions.

(b) Upon adoption of any amendments to its bylaws, the credit union shall submit duplicate

copies to the commissioner. No amendment of the bylaws of the credit union shall become

effective until approved in writing by the commissioner.

46




Texas

Tex. Finance Code § 122.011. AMENDMENT OF ARTICLES OF INCORPORATION OR

BYLAWS.

(a) The board may amend the articles of incorporation or bylaws by a two-thirds vote of the

directors present at a meeting at which a quorum is present. The board shall submit amendments

to the commissioner.

(b) Unless the amendment is a standard bylaw adopted by the commission, the commissioner in

writing shall approve or disapprove an amendment.

(c) In approving an amendment, the commissioner shall make the findings and may take the

actions provided by Sections 122.006(a) and (b). The commissioner may not approve an

amendment if the commissioner finds that it violates this subtitle or rules adopted under this

subtitle. The commissioner shall state with reasonable specificity the reasons for disapproval. An

amendment takes effect on the commissioner's approval.

(d) The board shall report an amendment to the credit union's membership not later than the next

membership meeting after the commissioner approves the amendment.

(e) The commission shall adopt rules for an appeal of the commissioner's decision on an

amendment. The commissioner's order approving or disapproving an amendment may be

appealed to the commission not later than the 60th day after the date of the order.

Utah

Utah Code § 7-9-11. Bylaws and amendments to be approved.

(1) A credit union may not receive payments on shares, deposits, or certificates, or make any

loans or other transactions, until its bylaws have been approved in writing by the commissioner.

(2) An amendment to a credit union's bylaws does not become operative until the amendment

to the bylaws is approved by the commissioner.

(3) (a) If the amendment to the bylaws of a credit union expands the field of membership of a

credit union as described in Subsection 7-9-52(1), the commissioner's approval of the

amendment is subject to Section 7-9-52.

(b) If the bylaws or an amendment to the bylaws of a credit union adds an association to the

field of membership of the credit union, the commissioner may require that the credit union

provide written confirmation from the association that the association has agreed to be served by

the credit union.

Vermont

Vt. Stat. Ann. tit. 8, § 221-31201. Bylaws; amendment of bylaws

(a) The organizers applying for the organization of a credit union shall adopt bylaws that

prescribe the manner in which the business of the credit union shall be conducted. The bylaws

shall include at least the following:

47




(1) the name of the credit union, which name shall comply with the requirements of section

31202 of this title;

(2) the field of membership of the credit union and the qualifications for membership;

(3) the par value of shares;

(4) the number of directors, supervisory committee members, and advisory directors, if

applicable, the length of terms they serve, and the permissible term length of any interim director

or supervisory committee member and procedures for election or appointment;

(5) any qualification for eligibility to serve on the credit union's governing body or supervisory

committee;

(6) the frequency of regular meetings of the board and the supervisory committee, and the

manner in which members of the board and supervisory committee are to be notified of

meetings;

(7) the powers and duties of board officers;

(8) the manner in which a credit committee, credit manager, loan officer, or any combination

thereof shall be responsible for the credit functions of the credit union;

(9) the timing and manner of conducting the annual membership meeting and the provisions for

voting;

(10) the manner in which members may call a special membership meeting;

(11) the manner in which members are to be notified of membership meetings;

(12) the number of members constituting a quorum at a membership meeting;

(13) conditions for payment on, receipt of, or withdrawal of shares and deposits;

(14) provisions, if any, for the indemnification of directors, supervisory committee members,

officers, employees, and others by the credit union, if not included in the articles of

incorporation; and

(15) any other provision which is not inconsistent with this chapter and such other matters as the

governing board deems necessary.

(b) The bylaws may be amended as provided in the bylaws. Written notice of the meeting and

text of the proposed amendment, or a summary of the proposed amendment with a notice that a

copy of the proposed amendment is available upon request, shall be hand-delivered or mailed to

48




each director at least seven business days prior to any directors' meeting to approve such

amendment and shall be given to each member in the manner set forth in section 31408 of this

title. Notice to a director may be given electronically if the director has specifically requested or

consented to electronic notification of meetings.

(c) The credit union shall file with the commissioner, within ten days after its adoption, one copy

of any proposed amendment. Any amendment to the bylaws of a credit union shall become

effective only upon the written approval of the commissioner.

Virginia

Va. Code Ann. § 6.2-1322. Contents of bylaws; amendments to bylaws generally.

12. The manner in which bylaws may be amended.

§ 6.2-1323. Amendments to articles of incorporation and bylaws.

The articles of incorporation or the bylaws of a credit union may be amended as provided in the

articles and bylaws, as the case may be, subject to §§ 13.1-886, 13.1-892, and 13.1-893.

Amendments to the articles of incorporation shall be accomplished as provided in §§ 13.1-888

and 13.1-889. Proposed amendments to bylaws shall be submitted to the Commissioner, who

shall approve or disapprove proposed amendments within 30 days. A bylaw amendment shall be

effective upon its approval by the Commissioner. No amendment to the articles of incorporation

or bylaws that would expand the field of membership of a credit union shall be effective until

such amendment has been approved by the Commissioner. When any such change in bylaws or

articles of incorporation is proposed, the Commissioner may extend the period for approval as he

may deem necessary for as much as an additional 30 days.

Washington

Wash. Rev. Code § 31.12.115. Amendment to bylaws — Approval of director required —

Procedure.

(1) A credit union's field of membership bylaws may be amended by the board with approval of

the director. Complete applications to amend a credit union's field of membership bylaws must

be approved or denied by the director within sixty days of receipt.

(2) A credit union's other bylaws may be amended by the board.

(3) Any amendments to a credit union's bylaws must conform with RCW 31.12.065.

49




West Virginia

W. Va. Code § 31C-2-3. Articles and bylaws.

(b) The articles of incorporation and the bylaws may be amended as provided in the articles and

bylaws, respectively. Amendments to the articles of incorporation or bylaws shall be submitted

to the commissioner who shall approve or disapprove the proposed amendments within sixty

days.

(c) Amendments shall become effective upon approval in writing by the commissioner. If the

commissioner disapproves any proposed amendment, the credit union may appeal the decision to

the board within thirty days.

Wisconsin

Wis. Stat. § 186.02. Incorporation, bylaws, amendment, fees.

(2) BYLAWS. (a) The bylaws shall prescribe all of the following:

11. The procedures for amending the bylaws.

(4) AMENDMENTS. (a) Amendments to the articles of incorporation adopted by a vote of

two−thirds of the members of the credit union present at an annual meeting or a special meeting

called for that purpose may be filed with the office of credit unions upon payment of a $50 fee. If

approved by the office of credit unions, amendments to the articles are effective on recording in

the office of the register of deeds in the same manner as the original articles.

(b) All amendments to the bylaws shall be filed with the office of credit unions and shall be

accompanied by the payment of a $50 fee. Amendments to the bylaws shall take effect only after

being approved by the office.

(c) A credit union is not required to obtain the prior approval of its membership to move the

credit union’s principal office within a 20−mile radius of its present location, including to

another county.

Wyoming - No State Act

Download - Credit Union National Association State Chartered Credit ... · See, State Credit Union Acts. Some acts provide that meetings will be held in the manner prescribed by the bylaws,

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